INVITATION ANNUAL GENERAL MEETING OF SHAREHOLDERS FISCAL YEAR 2024 PT PHAPROS Tbk

INVITATION

ANNUAL GENERAL MEETING OF SHAREHOLDERS

FISCAL YEAR 2024

PT PHAPROS Tbk

 

The Board of Directors of PT Phapros Tbk (“Company”), hereby invites the Company’s Shareholders to attend the Annual General Meeting of Shareholders for the Financial Year 2024 (“Meeting”) physically and electronically which will be held on:

 

Day/Date          : Monday, 30th of June 2025

Time                : 14.00 WIB - finished

Venue              : Indonesia Health Learning Institute
               Cipinang Cempedak I Street, Number 36, East Jakarta

 

Meeting Agenda:

1. Approval of the Company's Annual Report and Ratification of the Company's Consolidated Financial Statements, Approval of the Board of Commissioners' Supervisory Report for the 2024 Financial Year, including Ratification of the Restatement of the Consolidated Financial Statements for the 2023 and 2022 Financial Years, as well as Granting of Full Release and Discharge (volledig acquit et de charge) to the Board of Directors for the Company's Management Actions and the Board of Commissioners for the Company's Supervisory Actions that have been carried out during the 2024 Financial Year;
2. Determination of the Use of the Company's Net Profit for the 2024 Financial Year;
3. Determination of Remuneration (Salary/Honorarium, Facilities, and Allowances) for the 2025 Financial Year and Tantiem for Performance for the 2024 Financial Year for the Company's Board of Directors and Board of Commissioners;
4. Appointment of Public Accountant and/or Public Accounting Firm to Audit the Company's Consolidated Financial Statements for the 2025 Financial Year;
5. Approval of the Guarantee of the Company's Assets which constitute more than 50% (Fifty Percent) of the Company's Total Net Assets;
6. Changes to the Company's Management.

 

The explanation of the Meeting Agenda above is as follows:

1. Agenda 1 to 4

Are Agendas that are routinely held in the Company's Annual General Meeting of Shareholders. This is in accordance with the provisions of the Company's Articles of Association, Law Number 40 of 2007 concerning Limited Liability Companies as amended from time to time and related regulations issued by the Financial Services Authority.

1. 5th Agenda

This Agenda is to fulfill the provisions of Article 16 paragraph 9 letter a of the Company's Articles of Association and Article 102 of Law Number 40 of 2007 concerning Limited Liability Companies as amended from time to time, the Board of Directors is required to request approval from the General Meeting of Shareholders to make collateral for the Company's assets which constitute more than 50% (fifty percent) of the Company's net assets in 1 (one) transaction or more, whether related to each other or not, except as the implementation of the Company's business activities, in accordance with Article 3 of the Company's Articles of Association.

1. 6th Agenda
2. This Agenda is to fulfill the provisions of Article 15 paragraph 5 and paragraph 11 letter a of the Company's Articles of Association in conjunction with Article 8 paragraph (3) of the Financial Services Authority Regulation Number 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, in order to fill one of the vacant positions of members of the Company's Board of Directors.

 

Note:

 

1. This invitation serves as an official invitation to the Meeting to the Company's Shareholders, so that the Company's Board of Directors does not send separate invitations to the Company's Shareholders.
2. Shareholders who are entitled to attend or be represented and vote at the Meeting or attend electronically are the Company's Shareholders whose names are registered in the Company's Shareholders Register (DPS) and/or the Company's shareholders in the securities sub-account at PT Kustodian Sentral Efek Indonesia (KSEI) at the close of stock trading on the Indonesia Stock Exchange on Wednesday, June 4, 2025.
3. Since the date of this Invitation, the Company has provided materials for the Meeting agenda for each Meeting Agenda which can be downloaded through the Company's website www.phapros.co.id.
4. a.   Shareholders who are unable to attend the Meeting may grant power of attorney:

1. through the power of attorney form available on the Company's website which can be submitted by the proxy when registering before attending the Meeting; or
2. electronically through the KSEI Electronic General Meeting System (eASY.KSEI) provided by KSEI. Registration guide, usage, and further explanation regarding eASY.KSEI can be seen on the website https://akses.ksei.co.id/.

1. In determining the number of quorum for the Meeting, members of the Board of Directors, members of the Board of Commissioners, and employees of the Company may act as proxies of shareholders, however in voting, they as proxies of shareholders are not entitled to cast votes.
2. The deadline for providing an electronic declaration of attendance or electronic power of attorney (e-Proxy) and electronic voting in the eASY.KSEI application is no later than 12.00 WIB on 1 (one) working day before the date of the Meeting.

1. For Shareholders and/or Proxies who will attend electronically at the Meeting through the eASY.KSEI application, they must pay attention to the following:

1. Registration Process

1. Local individual shareholders who have not provided a declaration of attendance or power of attorney in the eASY.KSEI application by the deadline as referred to in point 4 letter c and wish to attend the Meeting electronically, are required to register their attendance in the eASY.KSEI application on the date of the Meeting until the electronic Meeting registration period is closed by the Company.
2. Local individual shareholders who have provided a declaration of attendance but have not provided a minimum vote for 1 (one) Meeting Agenda in the eASY.KSEI application by the deadline as referred to in point 4 letter c and wish to attend the Meeting electronically, are required to register their attendance in the eASY.KSEI application on the date of the Meeting until the electronic Meeting registration period is closed by the Company.
3. Shareholders who have given power of attorney to the proxy provided by the Company (Independent Representative) or Individual Representative but the Shareholder has not given a minimum vote for 1 (one) Meeting Agenda in the eASY.KSEI application until the deadline as referred to in point 4 letter c, then the proxy representing the Shareholder is required to register their attendance in the eASY.KSEI application on the date of the Meeting until the electronic Meeting registration period is closed by the Company.
4. Shareholders who have given power of attorney to the participant/Intermediary proxy (Custodian Bank or Securities Company) and have given a vote in the eASY.KSEI application until the deadline in point 4 letter c, then the proxy representative who has been registered in the eASY.KSEI application is required to register their attendance in the eASY.KSEI application on the date of the Meeting until the electronic Meeting registration period is closed by the Company.
5. Shareholders who have provided a declaration of attendance or given power of attorney to the proxy provided by the Company (Independent Representative) or Individual Representative and have given a minimum of 1 (one) vote or to all Meeting Agendas in the eASY.KSEI application no later than the deadline in number 4 letter c, then the Shareholders and/or proxy do not need to register their attendance electronically in the eASY.KSEI application on the date of the Meeting. Share ownership will automatically be calculated as the attendance quorum and the votes that have been given will automatically be calculated in the voting for the Meeting.
6. Delays or failures in the electronic registration process as referred to in points 1) to 5) for any reason will result in Shareholders and/or proxy being unable to attend the Meeting electronically, and their share ownership will not be counted as the attendance quorum for the Meeting.

1. Process for Submitting Questions and/or Opinions Electronically

1. Shareholders and/or proxy have 3 (three) opportunities to submit questions and/or opinions at each discussion session per Meeting Agenda. Questions and/or opinions per Meeting Agenda can be submitted in writing by Shareholders and/or proxies using the chat feature in the ‘Electronic Opinions’ column available on the E-Meeting Hall screen in the eASY.KSEI application. Questions and/or opinions can be submitted as long as the Meeting implementation status in the ‘General Meeting Flow Text’ column is “Discussion started for agenda item No. [ ]”.
2. Determining the mechanism for implementing discussions per Meeting Agenda in writing via the E-Meeting Hall screen in the eASY.KSEI application is the authority of each Company and this will be stated by the Company in the Meeting Implementation Rules and Regulations via the eASY.KSEI application.
3. For Shareholders and/or proxies who are present electronically and will submit questions and/or opinions during the discussion session per Meeting Agenda, they are required to write the name of the Shareholder and the amount of their share ownership followed by the related questions or opinions.

1. Voting Process

1. The electronic voting process takes place in the eASY.KSEI application on the E-Meeting Hall menu, Live Broadcasting submenu.
2. Shareholders who are present in person or represented by their proxies but have not yet cast their votes on the Meeting Agenda as referred to in number 5 letter a points 1) to 6), then the Shareholders and/or proxies have the opportunity to submit their votes during the voting period via the E-Meeting Hall screen in the eASY.KSEI application opened by the Company. When the electronic voting period per Meeting Agenda begins, the system automatically runs the voting time by counting down for a maximum of 5 (five) minutes. During the electronic voting process, the status “Voting for agenda item no. [ ] has started” will be displayed in the ‘General Meeting Flow Text’ column. If the Shareholders and/or the proxy do not vote for a particular Meeting Agenda until the Meeting implementation status shown in the ‘General Meeting Flow Text’ column changes to “Voting for agenda item No.
   [ ] has ended”, then it will be considered to have given an Abstain vote for the relevant Meeting Agenda.
3. Voting time during the electronic voting process is the standard time set in the eASY.KSEI application. Each Company can determine the policy for direct electronic voting time per Meeting Agenda (with a maximum time of 5 (five) minutes per Meeting Agenda) and will be stated in the Meeting Implementation Rules through the eASY.KSEI application.

1. Witnessing the Meeting Implementation on the Meeting Broadcast

1. Shareholders and/or proxies who have registered in the eASY.KSEI application no later than the deadline as referred to in point 4 letter c can watch the ongoing Meeting implementation via Zoom Webinar by accessing the eASY.KSEI menu, Meeting Broadcast submenu located in the AKSes facility (https://akses.ksei.co.id/).
2. The Meeting Broadcast has a capacity of up to 500 (five hundred) participants where the attendance of each participant will be determined based on a first come first serve basis. Shareholders and/or proxies who do not get the opportunity to watch the Meeting implementation via the Meeting Broadcast are still considered to be legally present electronically and their share ownership and voting choices are taken into account in the Meeting, as long as they have been registered in the eASY.KSEI application as stipulated in number 5 letter a points 1) to 6).
3. Shareholders and/or proxies only watch the implementation of the Meeting through the Meeting Broadcast but are not registered to attend electronically on the eASY.KSEI application in accordance with the provisions in number 5 letter a points 1) to 6), then the presence of the Shareholder and/or proxies is considered invalid and will not be included in the calculation of the Meeting attendance quorum.
4. Shareholders and/or proxies who watch the implementation of the Meeting through the Meeting Broadcast have a raise hand feature that can be used to ask questions and/or give opinions during the discussion session per Meeting Agenda. If the Company permits by activating the allow to talk feature, then Shareholders and/or proxies can submit questions and/or give opinions by speaking directly. Determining the mechanism for implementing discussions per Meeting Agenda using the allow to talk feature contained in the Meeting Broadcast is the authority of each Company and this will be stated by the Company in the Meeting Implementation Rules and Regulations through the eASY.KSEI application.
5. To get the best experience in using the eASY.KSEI application and/or Meeting Broadcast, Shareholders and/or proxies are advised to use the Mozilla Firefox browser.

 

1. The Notary, assisted by the Securities Administration Bureau, will check and count the votes for each Meeting Agenda in each decision-making of the Meeting on the Agenda, including those based on the votes submitted by Shareholders and/or proxies through eASY.KSEI as referred to in number 5 letter c points 1) to 3) above, or those submitted at the Meeting.
2. The Company recommends to Shareholders and/or proxies as follows:

1. For Shareholders and/or proxies who are entitled to attend the Meeting whose shares are included in KSEI's collective custody, to register their attendance electronically through the KSEI System (eASY.KSEI) at the link https://akses.ksei.co.id/ provided by KSEI. Electronic registration will be opened from the date of this Meeting Invitation and will be closed no later than before the Meeting, namely at 15.00 WIB.
2. Registration guide, usage, and further explanation regarding eASY.KSEI can be seen on the website https://akses.ksei.co.id/.
3. In the event that Shareholders and/or proxies will attend the Meeting outside the eASY.KSEI mechanism, then the Shareholders and/or proxies can download the power of attorney on the Company's website www.phapros.co.id.
4. Submit a photocopy of the Resident Identity Card (KTP) or other identification to the Meeting Officer before entering the Meeting Room. For Shareholders and/or proxies in the form of Legal Entities, please bring a copy (photocopy) of the Articles of Association and its amendments including the latest management composition.

1. Shareholders who have given power of attorney in point 4 above, may submit questions regarding the Agenda via e-mail to the Company corporate@phapros.co.id with a copy to DM@datindo.com and the questions will be submitted at the Meeting by the proxy and recorded in the Minutes of the Meeting prepared by the Notary, and the answers to the questions will be submitted via email to the Shareholders no later than 3 (three) working days after the Meeting.

 

1. The Company will announce again if there are changes and/or additional information related to the procedures for implementing the Meeting.

 

1. The Annual Report will be provided to Shareholders and/or proxy in soft file form.

 

1. To facilitate the arrangement and orderliness of the Meeting, Shareholders and/or legitimate proxy are kindly requested to register their attendance no later than 30 (thirty) minutes before the Meeting begins, and at 13.30 WIB registration will be closed.

 

 

Jakarta, 5th June 2025

PT PHAPROS Tbk

Board of Directors